On Demand

Utilizing Reps & Warranties in Corporate Sales Agreements: From Niche to Necessary


Created on October 21, 2021





Over the last several years, RWI has changed from a niche product to a requirement in many transactions. In a seller-friendly M&A market, RWI is regularly used in M&A transactions and private company transactions to replace or greatly enhance standard indemnification for the buyer due to breaches of the seller's representations in purchase and sales agreements. These enhancements greatly help to "get the deal done" with the best outcome for both parties. 

This program will provide an overview of the current state of the marketplace for Representations and Warranties Insurance (RWI), and help attorneys navigate how to effectively use RWI as a standard risk management tool for most transactions. It will also discuss the reasons for the regular use of RWI, the underwriting processes, the role of lawyers during the RWI placement, and when lawyers may be hired for due diligence by RWI insurers or to handle RWI claims.  

The course will benefit insurance coverage attorneys new to RWI, as well as experienced and new corporate lawyers who will benefit from understanding the large increase in the number of transactions requiring RWI. 

Learning Objectives:  

  1. Discuss the reasons there has been a huge increase in the amount of transactions requiring RWI

  2. Identify reasons why more than 90% of the RWI product sales placed are buy-side, protecting the buyer from any breaches of the seller's representations

  3. Control the process, timeliness, and information flow to place RWI and expedite transaction 

  4. Predict the underwriting process and appetite, pricing, exclusions, and criteria utilized to offer the most favorable terms

  5. Embrace your role as a lawyer utilizing RWI to help your client in a transaction, or assist carriers with underwriting or handling RWI claims

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